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Pallas Green Document Availability

30th Sep 2011 07:01

RNS Number : 2280P
Minco PLC
30 September 2011
 

30 September, 2011

Minco Plc

("Minco" or the Company")

 

Proposed Disposal of Minco's Interest in the Pallas Green Joint Venture

Notice of Extraordinary General Meeting

and

Notice of Annual General Meeting

 

Dublin, 30 September, 2011 - Minco Plc (AIM-"MIO"), the Irish exploration and development company, announces that it is today posting a circular (the "Circular") to Shareholders describing in detail the proposed disposal of Minco's interest in the Pallas Green Joint Venture to Xstrata Ireland for a cash consideration of US$19.4 million (the "Disposal"). The Circular includes a notice to convene an extraordinary general meeting of the Company ("EGM") for 11.00 a.m. on 24 October 2011 at the D4 Hotel, Ballsbridge, Dublin 4, Ireland for the purpose of considering and if considered appropriate, approving the Disposal.

 

Minco is also today posting to shareholders a notice convening the annual general meeting of the Company ("AGM") for 11.30 a.m. (or as soon as practicable after the EGM concludes) on 24 October 2011 at the D4 Hotel, Ballsbridge, Dublin 4, Ireland.

 

 

Introduction

Minco announced on 13 July 2011 that it had entered into a conditional agreement, subject to Shareholder approval and receipt of other regulatory approvals and consents, for the sale of Minco's interest in the Pallas Green Joint Venture to Xstrata for a cash consideration of US$19.4 million. In view of its size relative to Minco, the Disposal would be deemed a fundamental change in Minco's business under the AIM Rules and is therefore conditional on Shareholder approval.

 

The purpose of the Circular is to provide Shareholders with details of, and background to, the Disposal, and to explain why, notwithstanding the Board's continued confidence in the exploration potential of the Pallas Green properties, and in the absence of any attractive alternatives,the Board considers that the Disposal is in the best interests of Minco and its Shareholders as a whole at this time.

 

 

Pallas Green Joint Venture

Minco, through its wholly owned subsidiary Minco Ireland, holds a 23.6 per cent. interest in the Pallas Green Joint Venture, a zinc-lead exploration project, near Limerick, Ireland, together with its 76.4 per cent. joint venture partner, and project manager, Xstrata Ireland. Xstrata Ireland, is part of Xstrata Zinc, a division of the global mining company Xstrata plc, a global diversified mining group headquartered in Switzerland and listed on the London Stock Exchange.

 

The Pallas Green Licences consist of ten contiguous prospecting licences currently registered in the sole name of Minco Ireland. The Joint Venture covers exploration licences totalling 294 square kilometres located on the southern boundary of the Irish Midland Orefield between Limerick and Tipperary. Pallas Green has been the focus of an intensive exploration drilling programme of a potentially world-class zinc-lead deposit.

 

The net asset value of Minco's interest in the Pallas Green Joint Venture is US$12.64 million as at 30 June 2011.

 

 

Background to and Reasons for the Disposal

On 25 February 2011, Minco announced that it had not yet agreed to the 2011 work programme proposed by Xstrata at Pallas Green. Minco believes that the lead/zinc deposits at Pallas Green have not yet been fully delineated and that the proposed 2011 Programme should focus on ongoing exploration in the prospective Caherconlish area and on exploring for separate, higher grade and larger tonnage deposits within the wider Pallas Green area.

 

It is the opinion of the Board that the strategic objective of Xstrata when developing the 2011 Programme was to work towards a mine start-up in 2017, focusing on the existing resources in the Caherconlish area, specifically the Tobermalug, NWEX and Caherconlish South zones. This is different to Minco's principal strategic objective of undertaking exploration activities so as to continue to expand the resource estimate in the Pallas Green area and thereby creating significant value to Minco's interest in the Joint Venture.

 

Following a period of detailed discussions with Xstrata, Minco announced on 28 March 2011, that it still did not agree with the 2011 Programme, particularly in relation to the proposed allocation between infill/definition and exploration drilling. Minco announced that it had proposed to Xstrata that drilling in 2011 should focus on ongoing exploration in the prospective Caherconlish area and also within the wider Pallas Green Property where Minco believes the potential for additional mineral discoveries is high. Xstrata did not accept Minco's proposals, instead focussing on infill drilling of the already defined Tobermalug Zone.

Discussions with Xstrata on the resolution of the technical aspects and the direction of the 2011 Programme in light of each partners' strategic objectives, have continued throughout 2011. Having failed to persuade Xstrata to change the emphasis of the 2011 Programme towards further exploration, Minco informed Xstrata that it was not prepared to continue in the Joint Venture to fund an infill drilling programme which, the Directors believe, would not maximise value for Shareholders.

 

Following detailed negotiations, on 12 July, 2011, Minco signed a conditional agreement with Xstrata to dispose of its interest in the Pallas Green Joint Venture for a cash consideration of US$19.4 million.

 

The Board's primary objective when considering the Disposal is to maximise value for Shareholders having regard to other strategic or funding options that may be available to Minco.

 

The Board has undertaken a detailed assessment of the terms and conditions of the Xstrata offer. In addition, the Board has assessed a range of alternative strategic and funding options for Minco including raising finance to continue to fund its Joint Venture obligations; diluting the Company's interest in the Joint Venture; or selling the Company's interest in the Pallas Green Joint Venture to a third party. Further information on this review undertaken by the Board is included in the Circular.

 

Based on this assessment and notwithstanding the Board's continued confidence in the exploration potential of the Pallas Green properties, in the absence of any attractive alternatives, the Board considers that the Disposal is in the best interests of Minco and its Shareholders as a whole at this time.

 

 

Use of Proceeds and Future Plans

If the Resolution is approved by Shareholders and if the Disposal is completed, the net proceeds of the Disposal (after deduction of estimated Irish capital gains tax and transaction costs) are expected to be approximately US$17 million (£10.6 million).

 

The Board's current intention is to use the net cash proceeds to finance ongoing exploration and development activities on the Company's mining interests in Mexico and in Ireland; to take advantage of other opportunities that currently exist to make investments in mining projects; and for general corporate purposes including working capital.

 

The Board intends to communicate with Shareholders to assess Shareholders' interests and objectives and may consider payment of a dividend or other distribution to Shareholders, including a share buyback, subject to legal, accounting and other requirements.

 

 

Effect of not approving the Resolution

Should Shareholders not vote in favour of the Resolution set out in the Notice of EGM, the Directors believe that the Company will have no alternative but to seek to raise equity finance, or be diluted in accordance with the terms of the Joint Venture. The Directors have no indication that any such financing would be possible or on what terms it could be executed.

 

Shareholders should also note that there is no guarantee that Minco will be in a position to fund future budgets and Minco's interest in the Pallas Green Joint Venture could be diluted further. Further dilution of the Company's interest in the Joint Venture could decrease the alternative strategic options open to the Company, including any possible disposal of its interest in Pallas Green at a future date, the effect of which could lead to a reduction in the sale value of the Company's interest in the Joint Venture to below the Xstrata Offer.

 

 

General Meetings and Document Availability

The Board is today posting the Circular to Shareholders describing in more detail the background to and reasons for the Disposal. The Circular will be available on www.minco.iein accordance with AIM Rule 26.

 

The Circular includes a notice of Extraordinary General Meeting of the Company which is being convened for 11.00 a.m. on 24 October 2011 at the D4 Hotel, Ballsbridge, Dublin 4, Ireland for the purpose of considering and if considered appropriate, approving the Disposal.

 

Minco is today also posting to Shareholders a notice convening the Annual General Meeting of the Company for 11.30 a.m. (or as soon as practicable after the EGM concludes) on 24 October 2011 at the D4 Hotel, Ballsbridge, Dublin 4, Ireland. The Notice of AGM will be available on www.minco.ie in accordance with AIM Rule 26.

 

 

 

 

 

For further information, www.minco.ie or contact:

John Kearney: Executive Chairman
 
+1 416 362 6686
Terence McKillen: Chief Executive
 
+1 416 362 8243
Danesh Varma: CFO & Company Secretary
 
+44 (0)207 6539881
Minco - Ireland Contact: Peter McParland | Maria Flood
+353 (0)46 907-3709
John Frain / Fergal Meegan: Davy (Financial Advisor and NOMAD)
 
+353 (0)1 6796363

 

About Minco

Minco PLC is an AIM quoted precious and base metals exploration and development company engaged in zinc-lead exploration on the Pallas Green property in Ireland in a joint venture with Xstrata Zinc and investments in zinc‐silver projects in Mexico through an equity holding in Xtierra Inc. listed on the TSX Venture Exchange (Toronto) under the symbol "XAG".

There are 349,999,984 shares of Minco issued and outstanding.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Circular.

 

This announcement contains forward-looking statements, including statements about Minco's intentions, beliefs and expectations. These statements are based on Minco's current plans, estimates and projections, as well as Minco's expectations of external conditions and events. In particular the words 'expect', 'anticipate', 'predict', 'estimate', 'project', 'may', 'could', 'should', 'would', 'will', 'intend', 'believe' and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. The Company undertakes no duty to and will not necessarily update any of them in light of new information or future events, except to the extent required by any applicable law or regulation. Shareholders are therefore cautioned that a number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. 

 

Notwithstanding anything in this announcement to the contrary, there is and can be no assurance that the Disposal will be consummated in the manner described herein.

 

Davy, which is regulated in Ireland by the Central Bank, is acting exclusively for Minco and no-one else in connection with the matters described in this document. Davy will not regard any other person (whether or not a recipient of this document) as its customer or be responsible to any other person for providing the protections to customers of Davy nor for providing advice in relation to the transactions and arrangements described in this announcement or the Circular.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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